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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
Form 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 14, 2017 (November 9, 2017)
USG Corporation | |
(Exact name of registrant as specified in its charter)
Commission File Number: 1-8864
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| Delaware | | 36-3329400 |
(State or other jurisdiction of incorporation)
| | (IRS Employer Identification No.) |
| 550 West Adams Street, Chicago, Illinois | | 60661-3676 |
(Address of principal executive offices)
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(312) 436-4000 | |
| | Registrant’s telephone number, including area code | |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) □ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) □ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) □ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company □
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □ |
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 9, 2017, USG Corporation (the “Corporation”) filed a Restated Certificate of Incorporation (the “Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware solely to restate and integrate into a single document, and not to further amend, the provisions of the Corporation’s Certificate of Incorporation, as theretofore amended, supplemented or restated. The Restated Certificate of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Also on November 9, 2017, the Board of Directors of the Corporation amended the Corporation's By-Laws (the “By-Laws”) to reflect the elimination of the Finance Committee of the Board of Directors and to make other administrative and conforming changes. The foregoing description of the By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-Laws, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
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| Number | Exhibit |
| Restated Certificate of Incorporation of USG Corporation. |
| Amended and Restated By-Laws of USG Corporation, dated November 9, 2017 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | USG CORPORATION Registrant |
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| Date: November 14, 2017 | | By: | /s/ Michelle M. Warner |
| | | | Name: Michelle M. Warner |
| | | | Title: Senior Vice President, General Counsel and Corporate Secretary |
